Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Peters Scott M.	2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [ RF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SEVP
(Last) (First) (Middle) P. O. BOX 10247	3. Date of Earliest Transaction (MM/DD/YYYY) 1/25/2023
(Street) BIRMINGHAM, AL 35202-0247 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2022		G	V	663.0000	D	$0.0000	57429.0000	D
Common Stock	1/25/2023		I		25316.2324 ⁽¹⁾	D	$22.4345	0.0000	I	By 401(k)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽²⁾	1/25/2023		I			20263.1300	⁽³⁾	⁽³⁾	Common Stock	20263.1300	$22.4300	18704.4273 ⁽⁴⁾	D

Explanation of Responses:
(1)	Includes dividends acquired July 1, 2022; October 3, 2022; and January 3, 2023, pursuant to a dividend reinvestment feature of the Regions Financial Corporation 401(k) Plan. The total amount reported is expressed as ownership units in the Plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.
(2)	The phantom stock units were accrued under the Regions Financial Corporation Non-Qualified Excess 401(k) Plan. Each phantom stock unit represents the right to the cash value of one share of common stock.
(3)	The phantom stock units become payable in cash upon the reporting person's termination of employment in accordance with the form of payment elected by the reporting person.
(4)	Includes dividends acquired quarterly in 2021 and 2022, and on January 3, 2023, pursuant to a dividend reinvestment feature of the Plan.

Remarks:
The Regions Financial Corporation Non-Qualified Excess 401(k) Plan provides that all phantom stock units accrued under the Plan are settled in cash upon the reporting person's termination of employment in accordance with the form of payment elected by the reporting person. Therefore, all of the reporting person's phantom stock units under the Plan will be reported in Table II going forward.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Peters Scott M. P. O. BOX 10247 BIRMINGHAM, AL 35202-0247			SEVP

Signatures
Lachelle S. Koon - Attorney -in-Fact		1/27/2023
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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